SEC Form SC 13D filed by IRIDEX Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

IRIDEX CORPORATION

(Name of Issuer)

Common Stock (par value $0.01/share)

(Title of Class of Securities)

462684101

(CUSIP Number)

Brent Alexander Roland

7605 N Shadow Mountain Road, Paradise Valley, AZ, 85253

480-290-1587

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 7, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Schedule 13D relates to common stock, par value $0.01 per share (the “Shares), of Iridex Corporation (“IRIX” or the “Company”) with its principal executive offices located at 1212 Terra Bella Avenue, Mountain View, CA, 94043. This statement is filed jointly pursuant to Commission Rule 13d-1(k)(1).

This statement is filed on behalf of the following reporting persons (collectively, the “Reporting Persons”):

B. Roland is the contact point for this filing. Set forth on Schedule A to this statement, and incorporated herein by reference, is the (a) name, (b) residence or business address, and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each Reporting Person.

During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

All of the funds used in making the purchase of the Shares described in Item 5 of this Schedule 13D came from the personal funds of the individual Reporting Persons and the funds of the Trust.

The Reporting Persons have purchased the Shares for investment purposes.

The Reporting Persons leave open the possibility of communicating with management of the Company to discuss future strategy.

As of the date of this Schedule 13D, each of the Reporting Persons may be deemed to own 881,998 Shares. Such Shares represent 5.52% of Shares outstanding based on 15,985,622 Shares outstanding as of August 11, 2022 as reported in the Company’s 10-Q filed with the Securitas and Exchange Commission for the Company’s Fiscal quarter ended June 30, 2022.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. Each Reporting Person expressly disclaims beneficial ownership of any Shares other than those reported herein as being owned by it.

As of the date of this Schedule 13D, the group has shared voting power with respect to 881,998 Shares. The number of Shares as to which each Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is incorporated herein by reference to the cover page.

The transactions involving the Shares by the Reporting Persons over the past sixty days is provided below. The price reported for the transactions is a weighted average daily price for Shares purchased in multiple transactions. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price.

Page 2

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto, which is attached hereto as Exhibit A.

The joint filing agreement entered into among the Reporting Persons is attached hereto as Exhibit A.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 20, 2022

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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SCHEDULE A

Additional Information Concerning the Reporting Persons